Changes
by WaySmall
Summary: A slight change in events makes Kevin join the Ben, Gwen and Max for the summer. How will this one change effect things from here on out, read to find out.
1. Kevin 11

Max, Ben and Gwen stood at the check in station, waiting to get the key to the room. They were talking about the hotel they were staying. Then Ben saw it, the new sumo slammers video game.

Max heard Ben talking to the guard, trying to pass himself off as a game tester. The security guard saw right though this though so sent him away straight away. When he returned to them in the elevator Max knew he had two choices.

The first would be to tell be to not transform. It relied on him being honest and being the type of person to do the right thing instead of abusing power. He quickly saw the flaw in this plan.

Instead he went to his next plan. Since Ben had such a short attention span he knew that he could distract him by sending him to do something he would like. "Hey Gwen how about you about you and Ben go to the arcade" Gwen clearly knew that he actually meant that she was supposed to take care of Ben but decided not to mention it… at least not right away.

"Sure Grandpa that sounds like fun" Ben was instantly on board taking the money and racing to the arcade without even thinking about the game he actually wanted to play the most.

At the arcade Ben walked up to the first game he saw that wasn't being used. It was a baseball game but as soon as he started playing 'game over' appeared on the screen. "Game over. It just started" Ben raged to himself, Gwen coming up behind him. He turned to a worker behind him "this thing ate my tokens"

"Read the sign kid, it says play at your own risk" the worker responded before walking off clearly having no intention to help Ben in the slightest.

"This place is a rip off your know that" he yelled after the worker but he wasn't acknowledged.

"Your right, the games here stink" a kid with long black hair commented, leaning against one of the machines for support.

"Yer but not as bad as his breath, major case of sewer mouth" Ben waved his hand in front of his face for emphasis.

"He-he-he your funny" he turned placing his hand on the machine "here you owe me one" a jolt of electricity travelled from his hand into the machine. Max saw this and quickly pulled his cell going into outside to make a call.

"Whoa, how'd you do that" Ben asked in awe of the skinny boy before him.

"I've got some skills" he answered cryptically, smirking at the thought of sounding mysterious.

"You can't take those, there no ours" Gwen disciplined looking in the direction she thought Max would be in and seeing nothing.

"They are now" Ben laughed happy with his prize. "Thanks I'm Ben"

"Kevin"

"Want to play some air hockey" Ben offered trying to avoid dropping any of his loot.

Just then Kevin noticed two large boys walking around the corner. "Nah, I got to bail" he walked away swiftly hoping to avoid the problem. But he soon walked into more of them.

"Long time no see, where you going freak home to recharge your battery's" a tall one with blue hair spat.

Ben watched as two more grabbed each of his arms the rest closing in around him. Max then stepped back in seeing the boys surrounding who he now knew to be Kevin. He could tell Ben would soon interfere if he didn't diffuse the situation himself.

"Kevin there you are" he yelled hoping his plan would work. He quickly walked over to the boy who hid his confusion well. "Come on its time to go" he started pushing him towards the door, ignoring the kids around him completely. Unfortunately they weren't willing to be ignored.

"Listen gramps, we need to talk to Kevin so why don't keep walking and no one gets hurt" the blue haired youth spoke stepping out in front of the others to show himself as the leader.

"I'm sorry but I really must insist" Max spoke calmly not intimidated in the least by the boys around him. The one with a ring in his lip stepped forward throwing a sloppy punch, Max effortlessly dodged, gently swiping the kid's foot so he would fall to the ground.

The rest then rushed him with him blocking with difficulty. Seeing this Ben knew he had to do something. "Looks like these creeps need to be taught a lesson… its hero time!" he yelled as he selected four arms and slammed the dial down.

He walked out smiling smugly. The kids saw this and instantly turned and ran in the opposite direction not wanting to fight the giant red man. "Aw come on don't run, I haven't had any fun yet" the scared children continued to run outside and around the corner leaving Ben, Gwen, Max and Kevin alone.

"We need to talk"

Max brought the kids back to the hotel so they could have some privacy. "Kevin I want to talk to you about your powers."

"What about them" he moved back a little clearly getting defensive.

"I know you've been living off of electricity Kevin, what I want to know is how long it's been since you last ate"

"I don't need to eat" Kevin didn't like this; he quickly looked to the door wondering if he could run out. He figured he could out run the old man, but he wasn't so sure about the two others waiting for them to stop talking.

"Yes you do. You can't survive off of electricity alone Kevin, you to eat food" Max spoke firmly showing that he clearly knew what he was talking about. This made Kevin suspicious.

"How exactly do you know all this?" his eyes narrowed, he believed that Max did know what he was talking about, or at least thought he did.

"I knew you father Kevin, he was my partner" this made not only Kevin but also Ben and Gwen look straight at Max. "He had the same ability's as you, but he knew how to use them properly. He could use his powers without making himself sick"

"I'm not sick, the electricity makes me stronger not weaker" Kevin seethed though clenched teeth electricity sparking around him.

"No Kevin your wrong, absorbing energy this way makes your weaker. If you get rid of the electricity in your system and then start absorbing the right things then you'll be stronger…like your father" Kevin still looked unsure, even though he now realised that when he thought about it Max could be right.

"Suppose I wanted to do that, then what?" Max smiled seeing right though the act, he knew that he had gotten though to Kevin and wasn't going to be discouraged from moving forward now.

"Well you could live with your mom again" the look on Kevin's face showed that was not the right answer, when he had called Kevin's mom she had talked about him not getting along with his step-dad so Max should have known.

"Or if you prefer we could just pick up some cloths from you and then you could stay with us. I'm sure Ben would like the company" Max offered seeing Ben smile at the thought.

After that they went to Kevin's house. Max spoke with his mom and explained what he was going to do and how he would teach Kevin to use his powers. She wasn't happy about Kevin not coming back but agreed it was for the best.


	2. The Alliance

Two new droids launch out of the ship, the robot then turns to his master. "The drones have launched, equipped with the improved internal tracking system they should be able to find and retrieve the Omnitrix"

"They may find it." Vilgax gasped for breath painfully still recovering from his injuries. "But retrieving it will to be easy; whoever possesses the Omnitrix continues to be an opponent of extreme danger and inspiring brilliance"

Ben walked around in a shop feeling hungry, his stomach rumbling with desire for food. Just then he saw cookies and grabbed a pack, planning to solve his problem. Unfortunately his lack of thinking resulted in him taking a box at hand level knocking the rest of them onto Gwen. "Smooth move Tennyson"

A few minutes later they walked out to see Max finally washing the RV. "Ah, nice art work Ben he congratulated as he washed away the word "Wash me" Ben had written the night before. Gwen walked to Kevin who was touching the wheels to try to absorb them. He was frustrated that even after more than a week it still took him so long to get any material absorbed.

"Why are you absorbing the tires?"

"Max says that it should be easier than absorbing denser stuff" Kevin explained trying not to break focus; he still hadn't managed to finish despite being at it for over a minute. It was moving so slow he could barely feel it! The worst part was that Max was right; absorbing anything else took even longer than this.

Then a loud explosion and screaming, he didn't hear what exactly was being said since he knew he wouldn't be able to do much unless he finished. The criminals shot at the Tennyson's forcing them to dive out the way, Ben and Gwen behind the RV and Max to the other side. A large gaping hole in the wall showing them what would happen if they were hit.

Ben yelled "Four arms" before transforming into Four Arms. He ran around to intercept them only to be thrown back by an assault by their weapons. "Ah" he yelled as he jumped out of the smoke grabbing the two closest goons and removing their masks. "Huh, you're all women, look I don't want to hurt you-" he was cut off by a shot to the back.

"Well isn't that-" she was cut off by a bouncing Kevin falling on her.

"Wow, this is awesome" Kevin yelled out with a smile before jumping up again to bounce into the others. Then he was hit by a laser. He yelped in pain, it had only just touched him but it tore right though his rubber armour which unnerved him and he panicked when he saw it cutting though the road as well.

"Hey this is my heist" the leader called furious that the robots and the giant red man currently dodging the robots lasers had interfered.

"You can have it" the goons yelled, running away in a panic. Kevin couldn't help but feel they were right so began to bounce in the direction of the RV, his arm was killing him. Rojo saw this from the floor and was furious at being ignored.

She grabbed her weapon and was about to shoot Kevin when a tire hit her in the head. "Ben those drone must be after the watch" Max yelled hoping he had taken her down. Unfortunately this was not the case.

"Yours get yours old man" Rojo yelled shooting at the ceiling above the old man; it instantly collapsed crushing him under the rocks.

"Grandpa no!" Ben and Gwen yelled out at the same time. Kevin leaped the remaining distance with his last bounce and started throwing the rocks off of Max, hoping to he was hurt too badly.

Seeing this infuriated Ben who grabbed the two robots as they swerved in, he then smashed them together and threw them at the criminal to take her out. He then rushed over to where Kevin had freed his grandfather and picked him up gently. Then he grabbed a panicking Gwen and Kevin before leaping off in the direction of the hospital up the street, explaining to them as he went.

A few seconds after they left Rojo got back up with a grunt. She grabbed the robots to inspect them, wondering who sent them. She inspected them and found them to be in poor condition she was about to throw them away when one shot an attachment at her neck, her skin turned red and suddenly she had claws and lasers coming out of her body. Her body had also grown significantly ripping her cloths.

Police cars then pulled up. Two police men jumped out screaming "Freeze"

"Huh, I already did my time. Now's your turn to pay" she yelled a red laser shoots from her newly formed shoulder weapon. She grabbed the money she had dropped laughing at her luck as she did so, already thinking about all the things she could do with her new power.

At the hospital the doctor was explaining Max's condition to the kids. "Your grandfather has a severe concussion; he'll be out for several more hours, he also has a broken leg and several lacerations" the doctor explained looking over the chart.

"He's-goanna be ok right" Ben asked timidly him and Gwen both standing with their hands behind there back and worry clearly written on their faces.

"For a man his age he's remarkably strong, he should be fine after some rest" the doctor reassured them, both releasing a slight sigh of relief. "Now it says here on his admittance form he got hit by a car bumper, did someone back up into him?"

"Actually, the bumped flew through the air, after this robot drone's lasers threw it though the air" Ben answered truthfully.

"Vivid imaginations are a good copping mechanism" the doctor placed a hand on his shoulder reassuringly before leaving.

"Hey guys how's Max" Kevin asked fiddling with the dressing that covered his burn.

"The doctor said he should be fine" Gwen supplied moving to take a seat.

"Great!" Kevin exclaimed taking a seat with them.

"The drones have been destroyed" the robot reported looking at the data in front of him.

"Send out more" Vilgax spat impatiently, he had planned to have gained the Omnitrix a long time ago and was sick of being delayed.

"We may not need to, the drones have somehow merged. We are now receiving one combined signal, and that signal is on the move" the robot explained before waiting to see if he would be getting any further commands.

"Hn, perhaps one head is better than two" Vilgax mused aloud wondering if this would be what was required to get the Omnitrix.

Rojo had just walked into a jewellery store looking to cash in on her new powers. People ran out at the sight of her making her laugh at them. She burnt a hole through the glass before grabbing some jewellery; she didn't really pay attention to what it was since she just wanted to sell it.

Unfortunately when she grabbed it the jewellery turned to dust in her hand. "What? No! This stuff is worthless now!" she raged now resenting the changes in her physiology.

'Listen to me, whoever you are!" a strange voice spoke sounding as if it was coming from all directions at once. She was filled with pain at it instantly forcing her to her knees.

"Where are you? Who are you? How did you get in my head?" she ground out though her teeth the pain already taking its toll on her. She stood up quickly, trying to regain some feeling of control over her own body.

"No questions!" the voice spat angrily "You are here to serve me" he continued talking down to her.

"Guess again I work for nobody" she yelled at the open air knowing he would somehow hear her. The pain returned this time even greater. She started seeing herself floating in a bright orange sea.

"You now possess power you could have never imagined, but unless you can learn to use it, it will be worthless" she now saw a giant man that looked like a squid talking. "Fulfil my demand and I will teach you, but if you fail me I will turn you to dust!"

"So what do you want?" she didn't really care what she had to do as long as it helped her get what she wanted in the end.

"Only one thing, a piece of valuable technology missing from my possession, and lucky you are already programmed to find it" he then disappeared returning her to reality and removing all of the pain.

"Ben you heard the doctor. He's going to be fine. He Grandpa" Gwen spoke softly as she tried to comfort Ben, Kevin staying quiet as he stood awkwardly in the corner feeling out of place.

"I'm worried about him"

"I'd worry more about how some girl kicked four arm's butt making you need to be saved by Kevin" she mocked hoping to get onto a more enjoyable topic.

"Hey heroes don't hit girls" Gwen punched him.

"Good to know" she said smugly before being punched back making her yelp. "I though you said-"

"I'm not in hero mode" Ben then looked sad again stopping Gwen's punch before it could land. Ben walked out to lean against the window.

"You ok Ben, normally slugging me in the arm would make you feel much better" Ben wasn't even pretending to listen to her.

"You know maybe if I go upgrade I can go into those machines he's hooked up to and see if I can make him better" he smiled already going to dial him in.

"That won't work Ben, you can't help him. He doesn't need it anyway he'll be fine in no time" Kevin stated the obvious knowing that Ben turning into an alien in the middle of a hospital would be a bad thing.

Rojo suddenly sensed the Omnitrix and with her improved vision was able to see where it was despite the large distance. "There you are" she smiled preparing to rip the watch away from whoever had it.

She flew in crashing through the window surprising the three sullen kids. "Give me the Omnitrix" she yelled moving towards the smallest member of the group.

"You want it. Come and get it!" Ben yelled before Gwen and Kevin and he took off running. Rojo fired a laser but missed completely.

She then ran around the corner, firing several more lasers but only hitting a passing nurse's cart and the walls. The group continued running taking off down the stairs. "I think that's the girl from the car robbery" Gwen yelled as she ran down the stairs.

"Yer but now she looks like she's a robot drone" Kevin yelled not slowing down at all, although he did start touching the walls so he would have something to absorb. Rojo blew up the door at the top and then jumped down to their level. They burst through the door, which Rojo blew up shortly after, them running down the hall to avoid her.

"Why haven't you transformed into something yet!" Kevin yelled not liking where this was going at all. They went through the front door and hid behind some ambulances. Rojo followed shortly after, they saw here look around but she didn't see them.

"We can do this the easy way, or the hard way" she showed the hard way by blasting the nearby cliff with both lasers. Large pieces of rock them started falling heading straight for the hospital.

"Time to go Four arms" Ben whispered slamming down when the icon appeared. Green light flashed and he turned into Diamondhead. "Or Diamondhead, Diamondhead works to" he said slamming his hands into the ground making crystals to contain the rocks. The plan worked perfectly with them rolling right into his makeshift container without doing any damage to the hospital or them.

"That was so cool!" Kevin said moving to touch the crystal, it moved onto his hands slowly but was still strong.

"Hospitals safe" Ben announced turning away from the cliff "Where'd the robot girl go?" he asked before being shot in the back by a laser, which refracted into another direction. "You drones never learn do you, shooting lasers at me doesn't work" he bragged turning and forming a shape with his hands to send the next set of lasers straight back at her. She took the bait and shot again, hitting him right in his hands making it bounce back hitting her right in the chest throwing her into the nearby river.

Later than day Ben, Gwen, and Kevin were gathered around Max who had recently regained consciousness. Ben was busy blaming himself for Max's condition "When I was playing with the watch I must have led her right to you."

"Ben, you don't have to worry. I've been moved to a new room and you haven't gone alien since, we're safe"

"Yer just for this second, but maybe not tomorrow, if I didn't have this watch none of this weird stuff would be happening" Ben lamented making Kevin a little suspicious about what he was planning to do.

"Yer but it won't come off, so there's nothing that we can do about it" Gwen comforted poorly not being able to think about anything else to say.

"Maybe, maybe not" the way in which Ben was talking had Kevin really suspicious. He decided he would just see what happened, but he defiantly didn't like what he thought was going to happen.

Back in the city Rojo had just remerged from the river, jumping out and landing in front of a large group of people. They ran away screaming when they saw her claws and red skin. Then it started again. The pain returned. It wasn't quite as bad as the last time but it wasn't certainly bad.

"The Omnitrix, where is it?" the squid faced man demanded in his rasping voice.

"I couldn't get it, how nice you didn't tell me I would be fighting a super hero. I'm though" she yelled furious at having been beaten.

"You'll get me the Omnitrix and if you fail your meaningless criminal life will be over." The way he spoke made it clear that he would be able to do what he says without a problem, something that actually scared her although she refused to show it.

"Now this time make him come to you"

In the hospital Max was sleeping again. Gwen was lying against her chair using her hand as a pillow and Kevin slept across two chairs on the other side of the room. Ben knew that this was his best chance to leave. He placed his note on the bed and walked towards the door, mentally reminding himself that he was doing this to protect his family. He slowly left, being careful to not make it look like he was running away.

He thought he was in the clear once he was out of the elevator on the ground floor. He started walking a bit more casually despite not having noticed he wasn't completely casual before. He felt sad, but he knew he was making the right decision, when he was about to walk through the front door though he was grabbed from the side.

"Ben, where are you going?" Kevin asked feeling almost disappointed that his guess had been right.

"Um, I'm just taking a walk" he couldn't think of anything else to say. He knew it wasn't convincing but hoped Kevin wouldn't question it.

"Oh, that's good because your note made it seem like you were planning on running away" Kevin said casually taking it out his pocket and opening up as if to reread it checking for something to misinterpret. "Ben you can't lie to me about this stuff, I'm an expert."

Ben looked down, thinking about what to say before remembering the reasons he was doing what he was doing. "Kevin, if you read the note you know why I had to leave. It's to make sure you; Gwen and Grandpa don't get hurt because of me"

"How do you expect to fight the people you're always going up against alone? I've only been with you guys for about a week and I know you need them, you can't deny it Ben" Kevin was trying to use reason, he wasn't usually the one to use it but in this case he thought it necessary to break that habit.

"I have to protect them. If I'm around they'll be in danger" Ben yelled already starting to get emotionally unstable.

"Do you really think that if it was the same circumstance it would have been better without you?" Kevin could believe how little Ben had thought this though. "If your Grandpa was alone it wouldn't have been better Ben, he just wouldn't have had anyone that could protect him"

"Reports say the armoured assailant has incredible fire power and has blown up several barricades before arriving at the police academy" the radio in the lobby spoke gaining both their attention.

"We'll talk later right now I have to deal with this problem" Ben popped the dial up and transformed into XLR8 but Kevin grabbed him before he could leave.

"I'm coming too; you obviously can't handle this yourself."

Back in the hospital Gwen had just woken up. She called for Ben and Kevin but there was no response. That's when she saw the note, she began reading 'I care about you guys too much to keep putting you in danger' she didn't like where this was going.

"Gwen what is it?" Max asked in a weak voice not having fully recovered yet.

"The siege at the police training centre continues. Early reports say several police officers have been injured." The reporter on the TV spoke giving Gwen all the information she needed.

"Ben and Kevin are gone, but I think I know where they went. I go to go Grandpa" she started walking towards the door knowing that if she was too late she could easily not see either of them again.

"I'm coming too" Max breathed out struggling just from sitting up.

"You can't go anywhere" she put her hands up in a restraining gesture to try to get him to lay back down.

"You can't go alone, it's too dangerous" Gwen didn't bother responding instead just grabbing the bed remote and pushing the down setting leaving Max flat on his back. "I can't get up now"

"That's the point" she couldn't hide that she was a little pleased with herself as she ran outside to go find her idiot cousin and Kevin.

"Gwen, get back here. Gwen!"

When Gwen arrived at the ambulance bay she heard a conversation between two workers already taking place. "They need us down at the police academy" the first one in conclusion before the other raced into the ambulance. Seeing this as her opportunity she snuck into the back knowing that it would get her there fastest. She would think of something to say when she was discovered on the way.

A police car crashed into the ground having before setting on fire, Rojo saw this and smiled before shooting lasers at the surrounding buildings. Huge chunks of rock fell rushing anything that was beneath as she continued her crime spree.

"Ok Ben drop me off here" Kevin ordered moving towards the wheel of the nearest none destroyed car to try rubber armour again. He knew it wouldn't stop the lasers but it would at least help dodge them. Ben ran off as soon as he left Kevin, speeding into Rojo from the front then the behind knocking her down.

"Looks like you got this party started without me" he mocked as soon as his visor came up. From the ground she grabbed his leg, lifting him with surprising ease and holding him upside down before throwing him to the nearest car. Ben grunted with pain from the collision but was still able to get up without much trouble afterwards.

"He wants this Omnitrix he can have it. This is getting fun" she spat the lasers in her shoulder popping out and aiming straight at XLR8.

"Who he?" Ben then jumped up and started kicking her in the chest from his place in the air, using kicking her as his only form of support for that position. "One good kick deserves another" she went flying away from the force crashing her heavily into the hard concrete ground.

Then he lowered his visor. A tank then pulled up aiming at Rojo, but then it changed its aim for XLR8, then back to the centre.

Ben did not like where this was going.

As soon as possible he sped out of the way of the tank, not wanting to test this alien's durability. The diver seemed to talk the message that he wasn't the bad guy and shot Rojo at point blank range. The explosion left a puff of smoke where she had been before.

Ben was surprised though when instead of being beaten and unconscious she instead reappeared holding the tank that had shot at her. "Nice try, but speedy is all mine" she gloated not seeming to be putting any real effort into holding the tank.

The two men inside umped out on either side landing ungracefully before running away. She then threw the tank at XLR8 hoping to crush him underneath it. Seeing this Ben sped out of the way running right up to her and punching her across the face.

He then started moving around her so fast she was unable to defend herself from all of the jabs he sent her way. This didn't last long though as he soon gave her a strong punch sending her flying. She wasn't as damaged as he expected. She stood up again straight away and shot his right in the chest with a laser, smashing him into the road.

She walked towards him slowly, knowing that he was beaten. She lifted him to prepare the final attack, both lasers aimed at the beaten alien. Seeing this made Kevin know he had to act, he leapt and bounced, crashing onto her for the second time that day. "You really need to learn to look behind you"

Seeing this made the paramedics ran away, allowing Gwen the perfect opportunity to leave the ambulance. "Gwen!" both Kevin and Ben yelled simultaneously before XLR8 sped to her grabbing Kevin on the way before going into an alleyway.

"What are you doing here?" Ben yelled, it was horrible how this running away thing was going since he now had to of the people he was trying to protect with him in harm's way. He knew Kevin's attack wouldn't keep Rojo down for long so he had to get them both to leave.

"'It's better this way' sound familiar" she spat angry that they had run away. Then there was a familiar tune of beeps and a red light coming from Bens Omnitrix.

"So does that beeping" XLR8 rasped not liking where this was going at all. "Ah that's just great, come on we have to get out of here" Ben yelled running with Kevin and Gwen following. Soon Rojo was in the alley too, scanning it for any signs of the Omnitrix.

They ran out the other side, quickly ducking behind a sign so that when she came out she didn't see them. She continued running up the street in pursuit.

"I can't believe you guys, you can't just run away from us" she yelled quietly scowling at the two of them.

"I didn't run away I was stopping Ben" Kevin defended raising his hands.

"And you can't tell me what to do; this is my fight, my weird watch. It's not your and its not Kevin's so both of you just go so you can be safe." Ben yelled lifting his Omnitrix arm for emphasis.

"Yer but your my weird cousin Ben" Gwen now focused on Ben since she believed Kevin wasn't running away, she had only really been basing it on the fact he was hear since his name wasn't even on the 'love' part of the note.

A laser shot into the alley making all three look up. They saw Rojo looking in the other direction but they still felt she knew they were there. "In here" Gwen yelled pushing thought he door running into what looked like the police academy's gym.

Gwen's phone rang. She stopped and answered it when she saw that it was Grandpa calling. "Hello…it's for you" she said having already expected that to happen she quickly passed it to Ben.

"Hello…Grandpa can we talk later I have an indestructible robot thing none of my aliens can take out…that's it thanks" Ben said deciding to follow the advice and take Rojo down from the inside.

"Looks like you're not better off without Grandpa either" Gwen said poking him in the chest for emphasis. Ben activated his Omnitrix when another laser shot into the room forcing them to duck for cover.

"I'll hold her off until your plans ready" Kevin yelled beginning to absorb some concrete for his fists but leaving the rest of his body as rubber. He hated how long it took but he was ready before she got it. Ben had been around the corner dialling though his aliens until he found upgrade. He smacked down hard and transformed in a flash of light.

Rojo crashed thought the ceiling only to be met by a concrete fist from the bouncing boy from earlier. "Seriously it's like your letting me hit you on purpose" he laughed before bouncing into the other direction to dodge the lasers she sent after him.

This left her wide open for yet another surprise attack. This one was upgrade jumping on her and mechanically joining with her. She grunted as she tried to resist and pull him off but ultimately he gained control and managed to cover all of her.

But once he did things started to get much worse, he was now face to face with a giant tentacle faced man who spoke to him harshly "Listen to every word. Be afraid, you cannot run you cannot hide from me. I will find you! And when I do I will retrieve my Omnitrix and destroy you."

Kevin watched as Rojo ripped Ben from her. He had a feeling this wasn't good so punched her in the face, this weakened her enough that Ben seemed to regain control and attack her again. Electricity flashed across there body's as upgraded changed her components reminding Kevin of his desire, but he repressed it not wanting to think about it.

"Ah, get out of me" she yelled pulling upgrade of her, Kevin would have punched her again but now Ben looked like he had come of voluntarily. Rojo stood again preparing to attack, lasers already prepared to take the mechanical freak in front of her down.

But when she tried to activate them they all fell apart. She looked down at her once again pale skin, all of it was gone. She was completely defenceless against this…thing. "I-I'm normal" she hated to admit it but she was. She needed to think of something fast so that she wouldn't be sent to jail again; she did not want to go back there.

"That's being a little generous don't you think" the rubber boy joked with a smirk.

"Abnormal is way more like it" upgrade added his little eye ring glowing as he spoke.

"Look, I don't know what came over me. Come one please you guys got to help me" she saw her gun from earlier only a short distance away. "I'm just a girl" she tried hoping he wouldn't want to hit a girl like the giant red guy from earlier.

She leaned forward a little bit in what Ben and Kevin thought was a gesture of apology, but it wasn't.

She kicked her gun and it landed right in her hand, something years of practice had taught her to do, before aiming it for a good shot at the boy and thing in front of her. "Guess what so am I" was all she heard before being kicked to the ground by a little girl. Something that was more than a little embarrassing, especially because it hurt so much.

The trio then left, upgrade holding the now non-threatening criminal as they walked out of the severely damaged, but still standing, building. He gave her over to the nearest police man, who looked more than a little confused at the group's appearance, before walking off. "She's all yours" he yelled over his shoulder as he walked away happy that this whole thing was finally over.

After Max had healed they were walking out of the hospital, Max using crutches for support, back towards the RV. "Ah it good to get out of her and get back on the road" Max muttered breathing in a deep breath off air as he did so, before speeding up a little to open the doors to the RV.

"So Ben what happened back there in the gym, it was like you were possessed or something?" Gwen commented looking a little worried.

"I don't know it was like when went upgrade I saw this alien, we were both floating though space and he spoke to me. It looked kind of like he had this Octopus on his head, he said…I should be afraid" Ben spoke slowly but clearly as he remembered that instance. "Grandpa you look afraid"

"I'm fine, and you'll be fine to. As long as we ALL stick together"

"Sounds good to me" Ben said before Kevin, Gwen and he walked into the RV to get back onto the road. Only Kevin saw that Max looked worried as he closed the door.

A/N

Please review also I'm wondering if anyone could beta read this since no matter how many times I check it still seems to be filled with spelling and grammar mistakes that I miss each time.

Review would be very much appreciated and motivational making me get the next chapter out sooner.


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